Ryland Group Inc (NYSE:RYL) Investor Filed: Lawsuit Over Alleged Wrongdoing In Acquisition By Standard Pacific Corp

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Company Name(s): 
Ryland Group
Case Name: 
Ryland Group Deal Case 09/04/2015
Case Status: 
Lawsuit Filed
Affected Securities
NYSE: RYL
Lawsuit Overview
Type of Lawsuit: 
Mergers and Acquisition
Date Filed: 
09/04/2015
Summary: 

September 4, 2015 (Shareholders Foundation) - An investor who currently holds shares of Ryland Group Inc (NYSE:RYL), filed a lawsuit in effort to halt the proposed takeover of Ryland Group Inc by Standard Pacific Corp.

The plaintiff alleges that the defendants breached their fiduciary duties owed to NYSE:RYL stockholders by agreeing to sell Ryland Group Inc. too cheaply via an unfair process to Standard Pacific Corp.

On June 14, 2015, Standard Pacific Corp. (NYSE: SPF) and The Ryland Group, Inc. (NYSE: RYL) announced that their respective boards of directors have approved a merger agreement pursuant to which Standard Pacific and Ryland will combine in a merger of equals to create a single company that would have an equity market capitalization of approximately $5.2 billion, an enterprise value of approximately $8.2 billion. At the time of the merger, Standard Pacific Corp. will implement a 1 for 5 reverse stock split, so that each 5 shares of Standard Pacific Corp. common stock will be combined into 1 share ofStandard Pacific common stock. After giving effect to the reverse stock split, Ryland Group Inc (NYSE:RYL shareholders will receive 1.01911. shares of Standard Pacific Corp. common stock for each share of Ryland Group Inc (NYSE:RYL) common stock (which would be 5.0957 shares prior to giving effect to the reverse stock split). Based on a closing price of Standard Pacific Corp. (NYSE: SPF) of $8.36 on June 12, 2015, shareholders of Ryland Group Inc (NYSE:RYL) would receive a value of approximately $42.60 per NYSE:RYL shares they own.

However, the plaintiff claims that the proposed consideration NYSE:RYL shareholders will receive is grossly inadequate and undervalues Ryland Group Inc. Indeed, at least one analyst has set the high target price for NYSE:RYL shares at $55.00 per share. Furthermore, Ryland Group Inc reported that its annual Total Revenue rose from $889.53 million in 2011 to over $2.61 billion in 2014 and that its Net Loss of $50.75 million in 2011 turned into a Net Income of $175.80 million in 2014. Shares of Ryland Group Inc (NYSE:RYL) grew from $10.24 per share in September 2011 to as high as $49.95 per share in May 2013. In addition, the plaintiff claims that the process is also unfair to NYSE:RYL stockholders